HomeMy WebLinkAboutRESOLUTIONS - 05112010 - 2010/250NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA, CALIFORNIA, AS FOLLOWS:
SECTION 1. Purpose of Bonds. The proceeds from the Bonds will be used to finance
specific construction and modernization projects listed in the ballot for the Authorization The
County Board hereby authorizes the issuance of the Bonds in the name of the District.
SECTION 2. Terms and Conditions of Sale. The Treasurer, as defined below, is hereby
authorized to negotiate the sale of the Bonds in consultation with the District’s Superintendent (the
“Superintendent”), the Associate Superintendent for Business Services of the District (the “Associate
Superintendent”) or the Executive Director of Business Services of the District (the “Executive
Director”). The Bonds shall be issued and sold pursuant to Article 4.5 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code, Section 15140 and Section 15146 of the
California Education Code and pursuant to the terms and conditions set forth in the form of Purchase
Contract, as described below. In accordance with the Purchase Contract, the Bonds may be issued in
one or more series, some or all of which may be issued in the form of Direct-Payment QSC Bonds;
provided that the aggregate principal amount of Bonds issued as Direct-Payment QSC Bonds may
not exceed $25,000,000.
SECTION 3. Approval of Purchase Contract. The form of a Purchase Contract (the
“Purchase Contract”) by and among the County, the District and the Underwriter, for the purchase
and sale of the Bonds, substantially in the form presented at this meeting, is hereby approved and the
Treasurer and Tax Collector of the County or any authorized designee thereof (the “Treasurer”) is
hereby authorized to execute and deliver the Purchase Contract, and either the Superintendent, the
Associate Superintendent, the Executive Director or a designated deputy thereof is hereby requested
to acknowledge the execution of such Purchase Contract, with such changes therein, deletions
therefrom and modifications thereto as the Treasurer may approve, such approval to be conclusively
evidenced by his execution and delivery thereof; provided, however, that the maximum interest rate
on the Bonds shall not exceed that authorized at the Election and the underwriting discount thereon,
excluding original issue discount and reimbursable expenses and costs of issuance paid by the
Underwriter, shall not exceed 1.0% of the aggregate principal amount of Bonds issued. The
Treasurer is further authorized to determine the principal amount of the Bonds to be specified in the
Purchase Contract for sale by the County Board up to $30,000,000 and to enter into and execute the
Purchase Contract with the Underwriter, if the conditions set forth in this Resolution are satisfied.
SECTION 4. Certain Definitions. As used in this Resolution, the terms set forth below
shall have the meanings ascribed to them (unless otherwise set forth in the Purchase Contract):
(a) “Accreted Interest” means, with respect to Capital Appreciation Bonds and
Convertible Capital Appreciation Bonds, the Accreted Value thereof minus the Principal
Amount thereof as of the date of calculation.
(b) “Accreted Value” means, as of the date of calculation, with respect to
Capital Appreciation Bonds and Convertible Capital Appreciation Bonds prior to the
Conversion Date, the Principal Amount thereof plus Accreted Interest thereon to such date of
calculation, compounded semiannually on each August 1 and February 1, commencing on
August 1, 2010 (unless otherwise provided in the Purchase Contract) at the stated Accretion
Rate thereof, assuming in any such semiannual period that such Accreted Value increases in
equal daily amounts on the basis of a 360-day year of 12 30-day months.
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(c) “Accretion Rate” means, unless otherwise provided by the Purchase
Contract, that rate which, when applied to the Principal Amount of a Capital Appreciation
Bond or a Convertible Capital Appreciation Bond, and compounded semiannually on each
February 1 and August 1 (commencing on August 1, 2010), produces the Maturity Value on
the maturity date (with respect to Capital Appreciation Bonds) and the Conversion Value on
the Conversion Date (with respect to Convertible Capital Appreciation Bonds).
(d) “Bond Insurer” means any insurance company which issues a municipal
bond insurance policy insuring the payment of Principal, Conversion Value and Maturity
Value of and interest on the Bonds.
(e) “Bond Payment Date” means (unless otherwise provided by the Purchase
Contract) (i) with respect to the Current Interest Bonds, February 1 and August 1 of each
year, commencing February 1, 2011, with respect to the interest on the Current Interest
Bonds, and the stated maturity dates and any mandatory sinking fund redemption dates
thereof, with respect to the principal payments on the Current Interest Bonds, (ii) with respect
to the Convertible Capital Appreciation Bonds, February 1 and August 1 of each year,
commencing on the first such February 1 or August 1 following the respective Conversion
Dates thereof, with respect to the interest on the Convertible Capital Appreciation Bonds and
the stated maturity dates thereof, with respect to the principal payments on the Convertible
Capital Appreciation Bonds, and (iii) with respect to the Capital Appreciation Bonds, the
stated maturity dates thereof, as applicable.
(f) “Capital Appreciation Bonds” means the Bonds the interest component of
which is compounded semiannually on each February 1 and August 1 (commencing on
August 1, 2010) to maturity as shown in the table of Accreted Value for such Bonds in the
Official Statement.
(g) “Chairman of the Board of Supervisors” shall mean the Chair,
Chairperson, or Chairman of the Board of Supervisors of the County of Contra Costa.
(h) “Continuing Disclosure Certificate” means that certain Continuing
Disclosure Certificate executed by the District and dated the date of issuance and delivery of
the Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
(i) “Conversion Date” means, with respect to Convertible Capital Appreciation
Bonds, the date stated in the Purchase Contract as the date on which such Bonds, originally
issued as Capital Appreciation Bonds, convert to Current Interest Bonds.
(j) “Conversion Value” means, with respect to Convertible Capital
Appreciation Bonds, the Accreted Value as of the Conversion Date.
(k) “Convertible Capital Appreciation Bonds” means the Bonds which are
originally issued as Capital Appreciation Bonds, but which convert to Current Interest Bonds
on the Conversion Date.
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(l) “Current Interest Bonds” means the Bonds the interest on which is payable
semiannually on each Bond Payment Date specified for each such Bond as designated and
maturing in the years and in the amounts set forth in the Purchase Contract.
(n) “Depository” means the securities depository acting as Depository pursuant
to Section 5(c) hereof.
(m) “Direct-Payment QSC Bonds” means those Bonds issued as qualified
school construction tax credit bonds pursuant to ARRA for which the District has elected to
have subsection (f) of Section 6431 of the Code apply.
(n) “DTC” means The Depository Trust Company, New York, New York, a
limited purpose trust company organized under the laws of the State of New York, in its
capacity as securities depository for the Bonds.
(o) “Fair Market Value” means the price at which a willing buyer would
purchase the investment from a willing seller in a bona fide, arm's length transaction
(determined as of the date the contract to purchase or sell the investment becomes binding) if
the investment is traded on an established securities market (within the meaning of
Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the
acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the
investment is a certificate of deposit that is acquired in accordance with applicable
regulations under the Code, (ii) the investment is an agreement with specifically negotiated
withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other investment
agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the
investment is a United States Treasury Security—State and Local Government Series that is
acquired in accordance with applicable regulations of the United States Bureau of Public
Debt, or (iv) any commingled investment fund in which the District and related parties do not
own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is
without regard to the source of the investment.
(p) “Information Services” means Financial Information, Inc.’s Financial Daily
Called Bond Service; Mergent, Inc. Called Bond Department; or Standard & Poor’s J. J.
Kenny Information Services Called Bond Service.
(q) “Maturity Value” means the Accreted Value of any Capital Appreciation
Bond on its maturity date.
(r) “Nominee” means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 5(c) hereof.
(s) “Non-AMT Bonds” means obligations the interest on which is excludable
from gross income for federal income tax purposes under Section 103(a) of the Code and not
treated as an item of tax preference under Section 57(a)(5)(C) of the Code, that are legal
investments pursuant to Section 53601 of the Government Code.
(t) “Owner” means the registered owner of a Bond as set forth on the
registration books maintained by the Paying Agent pursuant to Section 7 hereof.
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(u) “Participants” means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds book-entry certificates as
securities depository.
(v) “Paying Agent” means the Treasurer and Tax Collector of the County of
Contra Costa and his designated agent or his successor or assignee, acting in the capacity of
paying agent, bond registrar, authenticating agent and transfer agent. As provided in
Section 7 herein, Treasurer is authorized to contract with any third party to perform the
services of Paying Agent under this Resolution.
(w) “Permitted Investments” means (i) any lawful investments permitted by
Section 16429.1 and Section 53601 of the Government Code, including Non-AMT Bonds
and Qualified Non-AMT Mutual Funds, (ii) shares in a California common law trust
established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests
exclusively in investments permitted by Section 53635 of the Government Code, but without
regard to any limitations in such Section concerning the percentage of moneys available for
investment being invested in a particular type of security, (iii) a guaranteed investment
contract with a provider rated in at least the second highest category by each rating agency
then rating the Bonds, (iv) the Local Agency Investments Fund of the California State
Treasurer, (v) the county investment pool maintained by the Treasurer, and (vi) State and
Local Government Series Securities.
(x) “Principal” or “Principal Amount” means, with respect to any Current
Interest Bond, the principal or principal amount thereof and, with respect to any Capital
Appreciation Bond and Convertible Capital Appreciation Bonds, the initial principal amount
thereof.
(y) “Qualified Non-AMT Mutual Fund” means stock in a regulated investment
company to the extent that at least 95% of the income of such regulated investment company
is interest that is excludable from gross income under Section 103 of the Code and not an
item of tax preference under Section 57(a)(5)(C) of the Code.
(z) “Qualified Permitted Investments” means (i) Non-AMT Bonds,
(ii) Qualified Non-AMT Mutual Funds, (iii) other Permitted Investments authorized by an
opinion of Bond Counsel to the effect that such investment would not adversely affect the
tax-exempt status of the Bonds, and (iv) Permitted Investments of proceeds of the Bonds, and
interest earned on such proceeds, held not more than thirty days pending reinvestment or
Bond redemption. A guaranteed investment contract or similar investment agreement (e.g. a
forward supply contract, GIC, repo, etc.) does not constitute a Qualified Permitted
Investment.
(aa) “Rating Agencies” means Standard & Poor’s Rating Services and Moody’s
Investor’s Services.
(bb) “Record Date” means, with respect to Current Interest Bonds, the close of
business on the fifteenth day of the month preceding each Bond Payment Date.
(cc) “Securities Depositories” means The Depository Trust Company, 55 Water
Street, New York, New York 10041, Tel: (212) 855-1000 or Fax: (212) 855-7320.
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(dd) “Taxable Bonds” means any Bonds not issued as Tax-Exempt Bonds.
(ee) “Tax-Exempt Bonds” means any Bonds the interest in which is excludable
from gross income for federal income tax purposes and is not treated as an item of tax
preference for purposes of calculating the federal alternative minimum tax, as further
described in an opinion of Bond Counsel supplied to the original purchasers of such Bonds.
(ff) “Term Bonds” means those Bonds for which mandatory redemption dates
have been established in the Purchase Contract.
(gg) “Transfer Amount” means, (i) with respect to any Outstanding Current
Interest Bond, the Principal Amount, (ii) with respect to any Outstanding Capital
Appreciation Bond, the Maturity Value, and (iii) with respect to any Outstanding Convertible
Capital Appreciation Bonds, the Conversion Value.
SECTION 5. Terms of the Bonds. (a) Denomination, Interest, Dated Dates. The Bonds
shall be issued as Bonds registered as to both principal and interest, in the following denominations:
(i) with respect to the Current Interest Bonds, $5,000 Principal Amount or any integral multiple
thereof, (ii) with respect to the Capital Appreciation Bonds, $5,000 Maturity Value, or any integral
multiple thereof, and (iii) with respect to Convertible Capital Appreciation Bonds, $5,000
Conversion Value or any integral multiple thereof. The Bonds shall bear or accrete interest at a rate
or rates such that the interest rate shall not exceed that authorized at the Election.
Each Current Interest Bond shall be dated their date of delivery (the “Dated Date”), and shall
bear interest from the Bond Payment Date next preceding the date of authentication thereof unless it
is authenticated as of a day during the period from the 16th day of the month next preceding any
Bond Payment Date to that Bond Payment Date, inclusive, in which event it shall bear interest from
such Bond Payment Date, or unless it is authenticated on or before January 15, 2011, in which event
it shall bear interest from its Dated Date. Interest shall be payable on the respective Bond Payment
Dates and shall be calculated on the basis of a 360-day year of 12 30-day months.
The Capital Appreciation Bonds shall mature in the years, shall be issued in aggregate
Principal Amounts, shall have Accretion Rates and shall have denominational amounts per each
$5,000 in Maturity Value as shown in the Accreted Value Table attached to the Purchase Contract.
The Convertible Capital Appreciation Bonds shall mature in the years, shall be issued in the
aggregate Principal Amounts, shall have Accretion Rates and shall have denominational amounts per
each $5,000 in Conversion Value as shown in such Accreted Value Table; provided, that in the event
that the amount shown in such Accreted Value Table and the Accreted Value caused to be calculated
by the District and approved by the Bond Insurer, if any, by application of the definition of Accreted
Value set forth in Section 4 differ, the latter amount shall be the Accreted Value of such Capital
Appreciation Bond or Convertible Capital Appreciation Bond, as applicable.
The Convertible Capital Appreciation Bonds shall convert to Current Interest Bonds on the
Conversion Date. During the period while the Convertible Capital Appreciation Bonds are in the
form of Capital Appreciation Bonds, they will not bear interest but will accrete value through the
Conversion Date. From and after the Conversion Date, the Convertible Capital Appreciation Bonds
will bear interest as Current Interest Bonds, and such interest will accrue based upon the Conversion
Value of such Bonds at the Conversion Date. No payment will be made to the Owners of
Convertible Capital Appreciation Bonds on the Conversion Date.
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With respect to Bonds issued as Direct-Payment QSC Bonds, the District expects to receive,
on or about each Bond Payment Date, a cash subsidy payment from the United States Treasury equal
to the lesser of (a) the interest payable on such Direct-Payment QSC Bonds on such Bond Payment
Date or (b) the amount of interest that would have been payable on such Bond Payment Date under
such Direct-Payment QSC Bonds if such interest were determined under at the applicable credit rate
determined under Section 54A(b)(3) of the Code. The District Board has directed the Paying Agent,
prior to each such Bond Payment Date, to submit or cause to be submitted to the United States
Department of the Treasury a subsidy reimbursement request in accordance with applicable Federal
regulations. Upon receipt of such subsidy, the District shall deposit or cause to be deposited any
such cash subsidy payments into the Debt Service Fund established under Section 11 hereof.
To the extent that the Bonds are issued as Direct-Payment QSC Bonds, such Bonds shall
have, in addition to any applicable terms and provisions herein, such additional terms and provisions
as may be set forth in the Purchase Contract.
(b) Redemption.
(i) Optional Redemption. The Bonds shall be subject to optional redemption
prior to maturity as provided in the Purchase Contract.
(ii) Mandatory Redemption. Any Bonds sold as Term Bonds shall be subject to
mandatory redemption as provided in the Purchase Contract.
(iii) Selection of Bonds for Redemption. Whenever provision is made in this
Resolution for the optional redemption of Bonds and less than all Outstanding Bonds are to be
redeemed, the Paying Agent identified below, upon written instruction from the District, shall select
Bonds for redemption as so directed and if not directed, in inverse order of maturity. Within a
maturity, the Paying Agent shall select Bonds (other than any Bonds issued as Direct-Payment QSC
Bonds) for redemption by lot and shall select any Direct-Payment QSC Bonds for redemption on a
pro rata basis. Redemption by lot shall be in such manner as the Paying Agent shall determine;
provided, however, that (A) the portion of any Current Interest Bond to be redeemed in part shall be
in the Principal Amount of $5,000 or any integral multiple thereof, (B) the portion of any Capital
Appreciation Bond to be redeemed in part shall be in integral multiples of the Accreted Value per
$5,000 Maturity Value thereof, (C) and the portion of any Convertible Capital Appreciation Bond to
be redeemed in part shall be in integral multiples of the Accreted Value per $5,000 Conversion Value
thereof.
(iv) Notice of Redemption. When redemption is authorized or required pursuant
to this Resolution, the Paying Agent, upon written instruction from the District, shall give notice (a
“Redemption Notice”) of the redemption of the Bonds. Such Redemption Notice shall specify: the
Bonds or designated portions thereof (in the case of redemption of the Bonds in part but not in
whole) which are to be redeemed, the date of redemption, the place or places where the redemption
will be made, including the name and address of the Paying Agent, the redemption price, the CUSIP
numbers (if any) assigned to the Bonds to be redeemed, the Bond numbers of the Bonds to be
redeemed in whole or in part and, in the case of any Bond to be redeemed in part only, the Principal
Amount of such Bond to be redeemed, and the original issue date, interest rate or Accretion Rate and
stated maturity date of each Bond to be redeemed in whole or in part. Such Redemption Notice shall
further state that on the specified date there shall become due and payable upon each Bond or portion
thereof being redeemed, the redemption price thereof, together with the interest accrued or accreted
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to the redemption date, and that from and after such date, interest with respect thereto shall cease to
accrue or accrete.
The Paying Agent shall take the following actions with respect to such Redemption Notice:
(a) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given to the respective Owners of Bonds designated for
redemption by registered or certified mail, postage prepaid, at their addresses appearing on
the bond register.
(b) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given by (i) registered or certified mail, postage prepaid,
(ii) telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to
each of the Securities Depositories.
(c) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, or
(ii) overnight delivery service, to one of the Information Services.
Neither failure to receive any Redemption Notice nor any defect in any such Redemption
Notice so given shall affect the sufficiency of the proceedings for the redemption of the affected
Bonds. Each check issued or other transfer of funds made by the Paying Agent for the purpose of
redeeming Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the
Bonds being redeemed with the proceeds of such check or other transfer.
(v) Partial Redemption of Bonds. Upon the surrender of any Bond redeemed in
part only, the Paying Agent shall execute and deliver to the Owner thereof a new Bond or Bonds of
like tenor and maturity and of authorized denominations equal in Transfer Amounts to the
unredeemed portion of the Bond surrendered. Such partial redemption shall be valid upon payment
of the amount required to be paid to such Owner, and the County and the District shall be released
and discharged thereupon from all liability to the extent of such payment.
(vi) Effect of Notice of Redemption. Notice having been given as aforesaid, and
the moneys for the redemption (including the interest to the applicable date of redemption) having
been set aside in the District’s Debt Service Fund, the Bonds to be redeemed shall become due and
payable on such date of redemption.
If on such redemption date, money for the redemption of all the Bonds to be redeemed as
provided in Section 5(b)(i) and (ii) hereof, together with interest accrued to such redemption date,
shall be held by the Paying Agent so as to be available therefor on such redemption date, and if
notice of redemption thereof shall have been given as aforesaid, then from and after such redemption
date, interest with respect to the Bonds to be redeemed shall cease to accrue or accrete and become
payable. All money held by or on behalf of the Paying Agent for the redemption of Bonds shall be
held in trust for the account of the Owners of the Bonds so to be redeemed.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this
Section 5 shall be cancelled upon surrender thereof and be delivered to or upon the order of the
County and the District. All or any portion of a Bond purchased by the County or the District shall
be cancelled by the Paying Agent.
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(vii) Bonds No Longer Outstanding. When any Bonds (or portions thereof), which
have been duly called for redemption prior to maturity under the provisions of this Resolution, or
with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest
redemption date have been given to the Paying Agent, in form satisfactory to it, and sufficient
moneys shall be held by the Paying Agent irrevocably in trust for the payment of the redemption
price of such Bonds or portions thereof, and, in the case of Current Interest Bonds, accrued interest
with respect thereto to the date fixed for redemption, all as provided in this Resolution, then such
Bonds shall no longer be deemed Outstanding and shall be surrendered to the Paying Agent for
cancellation.
(c) Book-Entry System.
(i) Election of Book-Entry System. The Bonds shall initially be delivered in the
form of a separate single fully-registered bond (which may be typewritten) for each maturity date of
such Bonds in an authorized denomination (except for any odd denomination Capital Appreciation
Bond). The ownership of each such Bond shall be registered in the bond register in the name of the
Nominee, as nominee of the Depository and ownership of the Bonds, or any portion thereof may not
thereafter be transferred except as provided in Section 5(c)(i)(4).
With respect to book-entry Bonds, the District and the Paying Agent shall have no
responsibility or obligation to any Participant or to any person on behalf of which such a Participant
holds an interest in such book-entry Bonds. Without limiting the immediately preceding sentence,
the District and the Paying Agent shall have no responsibility or obligation with respect to (i) the
accuracy of the records of the Depository, the Nominee, or any Participant with respect to any
ownership interest in book-entry Bonds, (ii) the delivery to any Participant or any other person, other
than an owner as shown in the bond register, of any notice with respect to book-entry Bonds,
including any notice of redemption, (iii) the selection by the Depository and its Participants of the
beneficial interests in book-entry Bonds to be prepaid in the event the District redeems the Bonds in
part, or (iv) the payment by the Depository or any Participant or any other person, of any amount
with respect to Accreted Value, Principal, premium, if any, or interest on the book-entry Bonds. The
District and the Paying Agent may treat and consider the person in whose name each book-entry
Bond is registered in the bond register as the absolute owner of such book-entry Bond for the purpose
of payment of Accreted Value or Principal of and premium and interest on and to such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent shall pay all Accreted Value or Principal of and premium, if any, and interest on the Bonds
only to or upon the order of the respective owner, as shown in the bond register, or his respective
attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy
and discharge the District’s obligations with respect to payment of Accreted Value or Principal of,
and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person
other than an owner, as shown in the bond register, shall receive a certificate evidencing the
obligation to make payments of Accreted Value or Principal of, and premium, if any, and interest on
the Bonds. Upon delivery by the Depository to the owner and the Paying Agent, of written notice to
the effect that the Depository has determined to substitute a new nominee in place of the Nominee,
and subject to the provisions herein with respect to the Record Date, the word Nominee in this
Resolution shall refer to such nominee of the Depository.
1. Delivery of Letter of Representations. In order to qualify the book-entry
Bonds for the Depository’s book-entry system, the District and the Paying Agent shall
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execute and deliver to the Depository a Letter of Representations. The execution and
delivery of a Letter of Representations shall not in any way impose upon the District or the
Paying Agent any obligation whatsoever with respect to persons having interests in such
book-entry Bonds other than the owners, as shown on the bond register. By executing a
Letter of Representations, the Paying Agent shall agree to take all action necessary at all
times so that the District will be in compliance with all representations of the District in such
Letter of Representations. In addition to the execution and delivery of a Letter of
Representations, the District shall take such other actions, not inconsistent with this
Resolution, as are reasonably necessary to qualify book-entry Bonds for the Depository’s
book-entry program.
2. Selection of Depository. In the event (i) the Depository determines not to
continue to act as securities depository for book-entry Bonds, or (ii) the District determines
that continuation of the book-entry system is not in the best interest of the beneficial owners
of the Bonds or the District, then the District will discontinue the book-entry system with the
Depository. If the District determines to replace the Depository with another qualified
securities depository, the District shall prepare or direct the preparation of a new single,
separate, fully registered bond for each maturity date of such book-entry Bond, registered in
the name of such successor or substitute qualified securities depository or its Nominee as
provided in subsection (4) hereof. If the District fails to identify another qualified securities
depository to replace the Depository, then the Bonds shall no longer be restricted to being
registered in such bond register in the name of the Nominee, but shall be registered in
whatever name or names the owners transferring or exchanging such Bonds shall designate,
in accordance with the provisions of this Section 5(c).
3. Payments to Depository. Notwithstanding any other provision of this
Resolution to the contrary, so long as all outstanding Bonds are held in book-entry and
registered in the name of the Nominee, all payments with respect to Accreted Value or
Principal of and premium, if any, or interest on the Bonds and all notices with respect to such
Bonds shall be made and given, respectively to the Nominees, as provided in the Letter of
Representations or as otherwise instructed by the Depository and agreed to by the Paying
Agent notwithstanding any inconsistent provisions herein.
4. Transfer of Bonds to Substitute Depository.
(A) The Bonds shall be initially issued as described in this Resolution as may be
modified by the Purchase Contract. Registered ownership of such Bonds, or any portions
thereof, may not thereafter be transferred except:
(1) to any successor of DTC or its nominee, or of any substitute
depository designated pursuant to Section 5(c)(i)(4)(A)(2) (“Substitute Depository”);
provided that any successor of DTC or Substitute Depository shall be qualified under
any applicable laws to provide the service proposed to be provided by it;
(2) to any Substitute Depository designated by the District, upon (1) the
resignation of DTC or its successor (or any Substitute Depository or its successor)
from its functions as depository, or (2) a determination by the District that DTC (or
its successor) is no longer able to carry out its functions as depository; provided that
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any such Substitute Depository shall be qualified under any applicable laws to
provide the services proposed to be provided by it; or
(3) to any person as provided below, upon (1) the resignation of DTC or
its successor (or any Substitute Depository or its successor) from its functions as
depository, or (2) a determination by the District that DTC or its successor (or
Substitute Depository or its successor) is no longer able to carry out its functions as
depository.
(B) In the case of any transfer pursuant to Section 5(c)(i)(4)(A)(1) or (2), upon
receipt of all outstanding Bonds by the Paying Agent, together with a written request of the
District to the Paying Agent designating the Substitute Depository, a single new Bond, which
the District shall prepare or cause to be prepared, shall be executed and delivered for each
maturity of Bonds then outstanding, registered in the name of such successor or such
Substitute Depository or their Nominees, as the case may be, all as specified in such written
request of the District. In the case of any transfer pursuant to Section 5(c)(i)(4)(A)(3), upon
receipt of all outstanding Bonds by the Paying Agent, together with a written request of the
District to the Paying Agent, new Bonds, which the District shall prepare or cause to be
prepared, shall be executed and delivered in such denominations and registered in the names
of such persons as are requested in such written request of the District, provided that the
Paying Agent shall not be required to deliver such new Bonds within a period of less than
sixty (60) days from the date of receipt of such written request from the District.
(C) In the case of a partial redemption or an advance refunding of any Bonds
evidencing a portion of the Maturity Value, Conversion Value or Principal maturing in a
particular year, DTC or its successor (or any Substitute Depository or its successor) shall
make an appropriate notation on such Bonds indicating the date and amounts of such
reduction in Maturity Value, Conversion Value or Principal, in form acceptable to the Paying
Agent, all in accordance with the Letter of Representations. The Paying Agent shall not be
liable for such Depository’s failure to make such notations or errors in making such
notations.
(D) The District and the Paying Agent shall be entitled to treat the person in
whose name any Bond is registered as the owner thereof for all purposes of this Resolution
and any applicable laws, notwithstanding any notice to the contrary received by the Paying
Agent or the District; and the District and the Paying Agent shall not have responsibility for
transmitting payments to, communicating with, notifying, or otherwise dealing with any
beneficial owners of the Bonds. Neither the District nor the Paying Agent shall have any
responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other
party, including DTC or its successor (or Substitute Depository or its successor), except to
the Owner of any Bonds, and the Paying Agent may rely conclusively on its records as to the
identity of the owners of the Bonds.
SECTION 6. Execution of Bonds. The Bonds shall be executed by the Chairman of the
Board of Supervisors of the County and the Treasurer by their manual or facsimile signatures and
countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by
the Executive Officer-Clerk of the Board of Supervisors, all in their official capacities. No Bond
shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this
Resolution unless and until the certificate of authentication printed on the Bond is signed by the
Body of Resolution No. 2010/250 10 of 41
Paying Agent as authenticating agent. Authentication by the Paying Agent shall be conclusive
evidence that the Bond so authenticated has been duly issued, signed and delivered under this
Resolution and is entitled to the security and benefit of this Resolution.
SECTION 7. Paying Agent; Transfer and Exchange. This County Board does hereby
appoint The Bank of New York Mellon Trust Company, N.A. to act as the authenticating agent, bond
registrar, transfer agent and paying agent (collectively, the “Paying Agent”) for the Bonds.
So long as any of the Bonds remain outstanding, the District will cause the Paying Agent to
maintain and keep at its designated office all books and records necessary for the registration,
exchange and transfer of the Bonds as provided in this Section. Subject to the provisions of
Section 8 below, the person in whose name a Bond is registered on the bond register shall be
regarded as the absolute owner of that Bond for all purposes of this Resolution. Payment of or on
account of the Principal or Accreted Value of and premium, if any, and interest on any Bond shall be
made only to or upon the order of that person; neither the District, the County nor the Paying Agent
shall be affected by any notice to the contrary, but the registration may be changed as provided in this
Section. All such payments shall be valid and effectual to satisfy and discharge the District’s liability
upon the Bonds, including interest, to the extent of the amount or amounts so paid.
Any Bond may be exchanged for Bonds of like tenor, maturity and Transfer Amount upon
presentation and surrender at the designated office of the Paying Agent, together with a request for
exchange signed by the Owner or by a person legally empowered to do so in a form satisfactory to
the Paying Agent. A Bond may be transferred on the bond register only upon presentation and
surrender of the Bond at the designated office of the Paying Agent together with an assignment
executed by the Owner or by a person legally empowered to do so in a form satisfactory to the
Paying Agent. Upon exchange or transfer, the Paying Agent shall complete, authenticate and deliver
a new Bond or Bonds of like tenor and of any authorized denomination or denominations requested
by the Owner equal to the Transfer Amount of the Bond surrendered and bearing or accruing interest
at the same rate and maturing on the same date. Capital Appreciation Bonds and Current Interest
Bonds may not be exchanged for one another.
If any Bond shall become mutilated, the County, at the expense of the Owner of said Bond,
shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like
series, tenor and Transfer Amount in exchange and substitution for the Bond so mutilated, but only
upon surrender to the Paying Agent of the Bond so mutilated. If any Bond issued hereunder shall be
lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Paying
Agent and, if such evidence be satisfactory to the Paying Agent and indemnity for the Paying Agent,
the County and the District satisfactory to the Paying Agent shall be given by the owner, the County,
at the expense of the Bond owner, shall execute, and the Paying Agent shall thereupon authenticate
and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or
stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of
issuing a substitute Bond the Paying Agent may pay the same without surrender thereof upon receipt
of indemnity satisfactory to the Paying Agent). The Paying Agent may require payment of a
reasonable fee for each new Bond issued under this paragraph and of the expenses which may be
incurred by the County and the Paying Agent.
If manual signatures on behalf of the County are required in connection with an exchange or
transfer, the Paying Agent shall undertake the exchange or transfer of Bonds only after the new
Bonds are signed by the authorized officers of the County. In all cases of exchanged or transferred
Body of Resolution No. 2010/250 11 of 41
Bonds, the County shall sign and the Paying Agent shall authenticate and deliver Bonds in
accordance with the provisions of this Resolution. All fees and costs of transfer shall be paid by the
requesting party. Those charges may be required to be paid before the procedure is begun for the
exchange or transfer. All Bonds issued upon any exchange or transfer shall be valid obligations of
the District, evidencing the same debt, and entitled to the same security and benefit under this
Resolution as the Bonds surrendered upon that exchange or transfer.
Any Bond surrendered to the Paying Agent for payment, retirement, exchange, replacement
or transfer shall be cancelled by the Paying Agent. The District and the County may at any time
deliver to the Paying Agent for cancellation any previously authenticated and delivered Bonds that
the District and the County may have acquired in any manner whatsoever, and those Bonds shall be
promptly cancelled by the Paying Agent. As requested by the County, written reports of the
surrender and cancellation of Bonds shall be made to the District and the County by the Paying
Agent. The cancelled Bonds shall be retained for two years, then destroyed by the Paying Agent.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any Bonds during a period beginning with the opening of business on the 15th day of the month next
preceding any Bond Payment Date or the 15th day preceding any date of selection of Bonds to be
redeemed and ending with the close of business on the Bond Payment Date or any day on which the
applicable notice of redemption is given or (b) to transfer any Bonds which have been selected or
called for redemption in whole or in part.
SECTION 8. Payment. Payment of interest on any Current Interest Bond on any Bond
Payment Date shall be made to the person appearing on the registration books of the Paying Agent as
the Owner thereof as of the Record Date immediately preceding such Bond Payment Date, such
interest to be paid by wire transfer or check mailed to such Owner on the Bond Payment Date at his
address as it appears on such registration books or at such other address as he may have filed with the
Paying Agent for that purpose on or before the Record Date. The Owner in an aggregate Principal
Amount, Conversion Value or Maturity Value of One Million Dollars ($1,000,000) or more may
request in writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank
and account number on file with the Paying Agent as of the Record Date. The principal, and
redemption premiums, if any, payable on the Current Interest Bonds and the Accreted Value and
redemption premiums, if any, on the Capital Appreciation Bonds shall be payable upon maturity or
redemption upon surrender at the designated office of the Paying Agent. The interest, Accreted
Value, Principal and premiums, if any, on the Bonds shall be payable in lawful money of the United
States of America. The Paying Agent is hereby authorized to pay the Bonds when duly presented for
payment at maturity, and to cancel all Bonds upon payment thereof. The Bonds are general
obligations of the District and do not constitute an obligation of the County except as provided in this
Bond Resolution. No part of any fund of the County is pledged or obligated to the payment of the
Bonds.
SECTION 9. Form of Bonds. The Bonds shall be in substantially the following form,
allowing those officials executing the Bonds to make the insertions and deletions necessary to
conform the Bonds to this Resolution and the Purchase Contract.
[REMAINDER OF PAGE LEFT BLANK]
Body of Resolution No. 2010/250 12 of 41
(Form of Current Interest Bond)
REGISTERED REGISTERED
NO. $
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES D
INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP
___% per annum August 1, 20__ ________, 2010 _____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: __________
The West Contra Costa Unified School District (the “District”) in Contra Costa County,
California (the “County”), for value received, promises to pay to the Registered Owner (as defined
below) named above, or registered assigns, the Principal Amount on the Maturity Date, each as
stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest
Rate stated above, on February 1 and August 1 of each year (the “Bond Payment Dates”),
commencing February 1, 2011. This bond will bear interest from the Bond Payment Date next
preceding the date of authentication hereof unless it is authenticated as of a day during the period
from the 16th day of the month next preceding any Bond Payment Date to the Bond Payment Date,
inclusive, in which event it shall bear interest from such Bond Payment Date, or unless it is
authenticated on or before January 15, 2011, in which event it shall bear interest from its Dated Date.
Interest on this bond shall be computed on the basis of a 360-day year of twelve 30-day months.
Principal and interest are payable in lawful money of the United States of America, without
deduction for the paying agent services, to the person in whose name this bond (or, if applicable, one
or more predecessor bonds) is registered (the “Registered Owner”) on the register maintained by the
Paying Agent, initially The Bank of New York Mellon Trust Company, N.A. Principal is payable
upon presentation and surrender of this bond at the designated office of the Paying Agent. Interest is
payable by check or draft mailed by the Paying Agent on each Bond Payment Date to the Registered
Owner of this bond (or one or more predecessor bonds) as shown and at the address appearing on the
register at the close of business on the 15th day of the calendar month next preceding that Bond
Payment Date (the “Record Date”). The Owner of Current Interest Bonds in the aggregate principal
amount of One Million Dollars ($1,000,000) or more may request in writing to the Paying Agent that
the Owner be paid interest by wire transfer to the bank and account number on file with the Paying
Agent as of the Record Date.
This bond is one of an authorization of $__________ of bonds approved for the purpose of
raising money for the purposes authorized by the voters of the District at the Election, as defined
below; and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith under authority of and pursuant to the laws of the State of California, in particular
Chapter 1.5 of Part 10 of Division 1 of Title 1 (commencing with Section 15264 et seq.) of the
California Education Code, the requisite 55% vote of the voters of the District cast at an election held
on November 8, 2005 (the “Election”), upon the question of issuing bonds in the amount of
Body of Resolution No. 2010/250 13 of 41
$400,000,000, the resolution of the Board of Education of the District adopted on April 28, 2010 (the
“District Resolution”) and the resolution of the County Board of Supervisors adopted on May 11,
2010 (the “Bond Resolution”). This bond is being issued under the provisions of Article 4.5 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. This bond and the issue
of which this bond is one are payable as to both principal and interest from the proceeds of the levy
of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as
to rate or amount. The bonds of this issue are general obligations of the District and do not constitute
an obligation of the County except as provided in the Bond Resolution. No part of any fund of the
County is pledged or obligated to the payment of the bonds of this issue.
The bonds of this issue comprise (i) $________ principal amount of Current Interest Bonds,
of which this bond is a part (each, a “Current Interest Bond”), (ii) Capital Appreciation Bonds of
which $________ represents the principal amount and $______ represents the Maturity Value, and
(iii) Convertible Capital Appreciation Bonds, of which $_________ represents the principal amount
and $_________ represents the Conversion Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the designated office
of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the
Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this
bond for the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any bond during a period beginning with the opening of business on the 15th day of the month next
preceding either any Bond Payment Date or the 15th day preceding any date of selection of bonds to
be redeemed and ending with the close of business on the Bond Payment Date or day on which the
applicable notice of redemption is given or (b) to transfer any bond which has been selected or called
for redemption in whole or in part.
The Current Interest Bonds maturing on or before August 1, 20__ are not subject to
redemption prior to their fixed maturity dates. The Current Interest Bonds maturing on or after
August 1, 20__ are subject to redemption at the option of the District, as a whole or in part, on any
date on or after August 1, 20__, at a redemption price equal to 100% of the principal amount of the
Current Interest Bonds called for redemption plus interest accrued thereon to the date fixed for
redemption, without premium.
The Current Interest Bonds maturing on August 1, 20__ are subject to redemption prior to
maturity from mandatory sinking fund payments on August 1 of each year, on and after August 1,
20__, at a redemption price equal to the principal amount thereof, together with accrued interest to
the date fixed for redemption, without premium. The principal amount represented by such Bonds to
be so redeemed and the dates therefor and the final principal payment date is as indicated in the
following table:
Body of Resolution No. 2010/250 14 of 41
Redemption Date
(August 1)
Principal Amount
$
(1)
TOTAL $
(1) Maturity.
If less than all of the bonds of any one maturity shall be called for redemption, the particular
bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by the District in
such manner as the District in its discretion may determine; provided, however, that the portion of
any bond to be redeemed shall be in the principal amount of Five Thousand Dollars ($5,000) or some
multiple thereof. If less than all of the bonds stated to mature on different dates shall be called for
redemption, the particular bonds or portions thereof to be redeemed shall be called in any order of
maturity selected by the District or, if not so selected, in the inverse order of maturity.
Reference is made to the Bond Resolution for a more complete description of the provisions,
among others, with respect to the nature and extent of the security for the bonds of this series, the
rights, duties and obligations of the District, the County, the Paying Agent and the Registered
Owners, and the terms and conditions upon which the bonds are issued and secured. the registered
Owner of this bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; and that due provision has been made for levying
and collecting ad valorem property taxes on all of the taxable property within the District in an
amount sufficient to pay principal and interest when due.
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
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Body of Resolution No. 2010/250 15 of 41
IN WITNESS WHEREOF, the County of Contra Costa, California, has caused this bond to be
executed on behalf of the District and in their official capacities by the manual or facsimile signatures of
the Chairperson of the Board of Supervisors of the County and the Treasurer and Tax Collector of the
County, and to be countersigned by the manual or facsimile signature of the Clerk of the County Board all
as of the date stated above.
COUNTY OF CONTRA COSTA, CALIFORNIA
By:
Chairperson of the Board of Supervisors
By:
Treasurer and Tax Collector
COUNTERSIGNED:
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on __________, 2010.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Authorized Signatory
Body of Resolution No. 2010/250 16 of 41
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and zip code of Transferee): ___________________________________________________
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor’s signature to this assignment must correspond with the name as it
appears upon the within bond in every particular, without alteration or any change
whatever, and the signature(s) must be guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee: _________________
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
Body of Resolution No. 2010/250 17 of 41
(Form of Capital Appreciation Bond)
REGISTERED REGISTERED
NO. $
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES D
ACCRETION RATE: MATURITY DATE: DATED AS OF: CUSIP
_________ August 1, 20__ Date of Delivery _____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: ______________
MATURITY VALUE: ______________
The West Contra Costa Unified School District (the “District”) in Contra Costa County,
California (the “County”), for value received, promises to pay to the Registered Owner (as defined
below) named above, or registered assigns, the Maturity Value on the Maturity Date, each as stated
above, such Maturity Value comprising the initial principal amount and interest accreted thereon.
This bond will not bear current interest but will accrete interest, compounded on each February 1 and
August 1, commencing on August 1, 2010, at the Accretion Rate specified above to the Maturity
Date, assuming that in any such semiannual period the sum of such compounded accreted interest
and the Principal Amount (such sum being herein called the “Accreted Value”) increases in equal
daily amounts on the basis of a 360-day year consisting of twelve 30-day months. Accreted Value
and redemption premium, if any, are payable in lawful money of the United States of America,
without deduction for the paying agent services, to the person in whose name this bond (or, if
applicable, one or more predecessor bonds) is registered (the “Registered Owner”) on the register
maintained by the Paying Agent, initially The Bank of New York Mellon Trust Company, N.A.
Accreted Value and redemption premium, if any, are payable upon presentation and surrender of this
bond at the designated office of the Paying Agent.
This bond is one of an authorization of $__________ of bonds approved for the purpose of
raising money for the purposes authorized by voters of the District at the Election, as defined below;
and to pay all necessary legal, financial, engineering and contingent costs in connection therewith
under authority of and pursuant to the laws of the State of California, in particular Chapter 1.5 of
Part 10 of Division 1 of Title 1 (commencing with Section 15264 et seq.) of the California Education
Code, the requisite 55% vote of the voters of the District cast at an election held on November 8,
2005 (the “Election”), upon the question of issuing bonds in the amount of $400,000,000, the
resolution of the Board of Education of the District adopted on April 28, 2010 (the “District
Resolution”) and the resolution of the County Board of Supervisors adopted on May 11, 2010 (the
“Bond Resolution”). This bond is being issued under the provisions of Article 4.5 of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code. This bond and the issue of which this bond
is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes
on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount.
The bonds of this issue are general obligations of the District and do not constitute an obligation of
Body of Resolution No. 2010/250 18 of 41
the County except as provided in the Bond Resolution. No part of any fund of the County is pledged
or obligated to the payment of the bonds of this issue.
The bonds of this issue comprise (i) $________ principal amount of Current Interest Bonds,
(ii) Capital Appreciation Bonds, of which this Bond is a part, and of which $________ represents the
principal amount and $______ represents the Maturity Value, and (iii) Convertible Capital
Appreciation Bonds, of which $_________ represents the principal amount and $_________
represents the Conversion Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the designated office
of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the
Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this
bond for the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any bond during a period beginning with the opening of business on the 15th day of the month next
preceding any Bond Payment Date or the 15th day preceding any date of selection of bonds to be
redeemed and ending with the close of business on the Bond Payment Date or day on which the
applicable notice of redemption is given or (b) to transfer any bond which has been selected or called
for redemption in whole or in part.
The Capital Appreciation Bonds are not subject to redemption prior to maturity.
Reference is made to the Bond Resolution for a more complete description of the provisions,
among others, with respect to the nature and extent of the security for the Capital Appreciation Bonds
of this Series, the rights, duties and obligations of the District, the County, the Paying Agent and the
Registered Owners, and the terms and conditions upon which the bonds are issued and secured. The
Registered Owner of this bond assents, by acceptance hereof, to all of the provisions of the Bond
Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; and that due provision has been made for levying
and collecting ad valorem property taxes on all of the taxable property within the District in an
amount sufficient to pay principal and interest when due.
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
Body of Resolution No. 2010/250 19 of 41
IN WITNESS WHEREOF, the County of Contra Costa, California, has caused this bond to be
executed on behalf of the District and in their official capacities by the manual or facsimile signatures of
the Chairperson of the Board of Supervisors of the County and the Treasurer and Tax Collector of the
County, and to be countersigned by the manual or facsimile signature of the Clerk of the County Board all
as of the date stated above.
COUNTY OF CONTRA COSTA, CALIFORNIA
By:
Chairperson of the Board of Supervisors
By:
Treasurer and Tax Collector
COUNTERSIGNED:
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on __________, 2010.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Authorized Signatory
Body of Resolution No. 2010/250 20 of 41
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and ZIP code of Transferee): __________________________________________________
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor’s signature to this assignment must correspond with the name as it
appears upon the face of the within bond in every particular, without alteration or by
any change whatever, and the signature(s) must be guaranteed by an eligible
guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
Body of Resolution No. 2010/250 21 of 41
(Form of Convertible Capital Appreciation Bond)
REGISTERED REGISTERED
NO. $
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES D
ACCRETION RATE
TO
CONVERSION DATE
CONVERSION
DATE
INTEREST RATE
AFTER THE
CONVERSION DATE
MATURITY
DATE: DATED AS OF: CUSIP
__________ _______, 20__ _______ ________, 20__ _______, 2010
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
CONVERSION VALUE :
The West Contra Costa Unified School District (the “District”) in Contra Costa County,
California (the “County”), for value received, promises to pay to the Registered Owner named above,
or registered assigns, the Conversion Value on the Maturity Date, each as stated above, and interest
thereon from the Conversion Date until the Principal Amount is paid or provided for at the Interest
Rate stated above, on February 1 and August 1 of each year (the “Bond Payment Dates”),
commencing _________ __, 20__. Prior to the Conversion Date, this bond will not bear current
interest but will accrete interest, compounded on each February 1 and August 1, commencing on
August 1, 2010 at the Accretion Rate specified above to the Conversion Date, assuming that in any
such semiannual period the sum of such compounded accreted interest and the Denomination
Amount (such sum being herein called the “Accreted Value”) increases in equal daily amounts on the
basis of a 360-day year consisting of twelve 30-day months. This bond will bear such interest from
the Bond Payment Date next preceding the date of authentication hereof unless it is authenticated as
of a day during the period from the 16th day of the month next preceding any Bond Payment Date to
the Bond Payment date, inclusive, in which event it shall bear interest from such Bond Payment
Date, or unless it is authenticated on or before ______ 15, 20__, in which event it will bear interest
from the Conversion Date. Conversion Value and interest are payable in lawful money of the United
States of America, without deduction for the paying agent services, to the person in whose name this
bond (or, if applicable, one or more predecessor bonds) is registered (the “Registered Owner”) on the
register maintained by the Paying Agent, initially The Bank of New York Mellon Trust Company,
N.A. Accreted Value and redemption premium, if any, are payable upon presentation and surrender
of this bond at the designated office of the Paying Agent.
This bond is one of an authorization of $__________ of bonds approved for the purpose of
raising money for the purposes authorized by voters of the District at the Election, as defined below;
and to pay all necessary legal, financial, engineering and contingent costs in connection therewith
under authority of and pursuant to the laws of the State of California, in particular Chapter 1.5 of
Part 10 of Division 1 of Title 1 (commencing with Section 15264 et seq.) of the California Education
Code, the requisite 55% vote of the voters of the District cast at an election held on November 8,
Body of Resolution No. 2010/250 22 of 41
2005 (the “Election”), upon the question of issuing bonds in the amount of $400,000,000, the
resolution of the Board of Education of the District adopted on April 28, 2010 (the “District
Resolution”) and the resolution of the County Board of Supervisors adopted on May 11, 2010 (the
“Bond Resolution”). This bond is being issued under the provisions of Article 4.5 of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code. This bond and the issue of which this bond
is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes
on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount.
The bonds of this issue are general obligations of the District and do not constitute an obligation of
the County except as provided in the Bond Resolution. No part of any fund of the County is pledged
or obligated to the payment of the bonds of this issue.
The bonds of this issue comprise (i) $________ principal amount of Current Interest Bonds,
(ii) Capital Appreciation Bonds of which $________ represents the principal amount and $______
represents the Maturity Value, and (iii) Convertible Capital Appreciation Bonds, of which this bond
is a part, and of which $_________ represents the principal amount and $_________ represents the
Conversion Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the designated office
of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the
Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this
bond for the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any bond during a period beginning with the opening of business on the 15th day of the month next
preceding any Bond Payment Date or the 15th day preceding any date of selection of bonds to be
redeemed and ending with the close of business on the Bond Payment Date or day on which the
applicable notice of redemption is given or (b) to transfer any bond which has been selected or called
for redemption in whole or in part.
The Convertible Capital Appreciation Bonds are not subject to redemption prior to maturity.
Reference is made to the Bond Resolution for a more complete description of the provisions,
among others, with respect to the nature and extent of the security for the Bonds of this Series, the
rights, duties and obligations of the District, the County, the Paying Agent and the Registered
Owners, and the terms and conditions upon which the bonds are issued and secured. The Registered
Owner of this bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; and that due provision has been made for levying
and collecting ad valorem property taxes on all of the taxable property within the District in an
amount sufficient to pay principal and interest when due.
Body of Resolution No. 2010/250 23 of 41
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
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Body of Resolution No. 2010/250 24 of 41
IN WITNESS WHEREOF, the County of Contra Costa, California, has caused this bond to be
executed on behalf of the District and in their official capacities by the manual or facsimile signatures of
the Chairperson of the Board of Supervisors of the County and the Treasurer and Tax Collector of the
County, and to be countersigned by the manual or facsimile signature of the Clerk of the County Board all
as of the date stated above.
COUNTY OF CONTRA COSTA, CALIFORNIA
By:
Chairperson of the Board of Supervisors
By:
Treasurer and Tax Collector
COUNTERSIGNED:
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on __________, 2010.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Authorized Signatory
Body of Resolution No. 2010/250 25 of 41
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and ZIP code of Transferee): __________________________________________________
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor’s signature to this assignment must correspond with the name as it
appears upon the face of the within bond in every particular, without alteration or by
any change whatever, and the signature(s) must be guaranteed by an eligible
guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
Body of Resolution No. 2010/250 26 of 41
(Form of Direct-Payment QSC Bond)
REGISTERED REGISTERED
NO. $
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES D
(Qualified School Construction Bonds – Direct Payment to District)
(Federally Taxable)
INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP
___% per annum August 1, 20__ ________, 2010 _____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: __________
The West Contra Costa Unified School District (the “District”) in Contra Costa County,
California (the “County”), for value received, promises to pay to the Registered Owner (as defined
below) named above, or registered assigns, the Principal Amount on the Maturity Date, each as
stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest
Rate stated above, on February 1 and August 1 of each year (the “Bond Payment Dates”),
commencing February 1, 2011. This bond will bear interest from the Bond Payment Date next
preceding the date of authentication hereof unless it is authenticated as of a day during the period
from the 16th day of the month next preceding any Bond Payment Date to the Bond Payment Date,
inclusive, in which event it shall bear interest from such Bond Payment Date, or unless it is
authenticated on or before January 15, 2011, in which event it shall bear interest from its Dated Date.
Interest on this bond shall be computed on the basis of a 360-day year of twelve 30-day months.
Principal and interest are payable in lawful money of the United States of America, without
deduction for the paying agent services, to the person in whose name this bond (or, if applicable, one
or more predecessor bonds) is registered (the “Registered Owner”) on the register maintained by the
Paying Agent, initially The Bank of New York Mellon Trust Company, N.A. Principal is payable
upon presentation and surrender of this bond at the designated office of the Paying Agent. Interest is
payable by check or draft mailed by the Paying Agent on each Bond Payment Date to the Registered
Owner of this bond (or one or more predecessor bonds) as shown and at the address appearing on the
register at the close of business on the 15th day of the calendar month next preceding that Bond
Payment Date (the “Record Date”). The Owner of Current Interest Bonds in the aggregate principal
amount of One Million Dollars ($1,000,000) or more may request in writing to the Paying Agent that
the Owner be paid interest by wire transfer to the bank and account number on file with the Paying
Agent as of the Record Date.
This bond is one of an authorization of $__________ of bonds approved for the purpose of
raising money for the purposes authorized by the voters of the District at the Election, as defined
below; and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith under authority of and pursuant to the laws of the State of California, in particular
Chapter 1.5 of Part 10 of Division 1 of Title 1 (commencing with Section 15264 et seq.) of the
California Education Code, the requisite 55% vote of the voters of the District cast at an election held
Body of Resolution No. 2010/250 27 of 41
on November 8, 2005 (the “Election”), upon the question of issuing bonds in the amount of
$400,000,000, the resolution of the Board of Education of the District adopted on April 28, 2010 (the
“District Resolution”) and the resolution of the County Board of Supervisors adopted on May 11,
2010 (the “Bond Resolution”). This bond is being issued under the provisions of Article 4.5 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. This bond and the issue
of which this bond is one are payable as to both principal and interest from the proceeds of the levy
of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as
to rate or amount. The bonds of this issue are general obligations of the District and do not constitute
an obligation of the County except as provided in the Bond Resolution. No part of any fund of the
County is pledged or obligated to the payment of the bonds of this issue.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the designated office
of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the
Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this
bond for the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any bond during a period beginning with the opening of business on the 15th day of the month next
preceding either any Bond Payment Date or the 15th day preceding any date of selection of bonds to
be redeemed and ending with the close of business on the Bond Payment Date or day on which the
applicable notice of redemption is given or (b) to transfer any bond which has been selected or called
for redemption in whole or in part.
The Bonds maturing on or before August 1, 20__ are not subject to redemption prior to their
fixed maturity dates. The Current Interest Bonds maturing on or after August 1, 20__ are subject to
redemption at the option of the District, as a whole or in part, on any date on or after August 1, 20__,
at a redemption price equal to 100% of the principal amount of the Bonds called for redemption, plus
interest accrued thereon to the date fixed for redemption, without premium.
[The Bonds are subject to extraordinary mandatory redemption, in whole or in part, on
_______, 20__, in authorized denominations, at a redemption price equal to the principal amount of
the Bonds called for redemption, in an amount equal to the unexpended proceeds of the sale of the
Bonds held by the District, but only to the extent that the District fails to expend all of the proceeds
of the Bonds for certain qualified purposes as required by Section 54F of the Internal Revenue Code
within three years of issuance thereof and no extension of the period for expenditure has been
granted by the Internal Revenue Service.
Upon the occurrence of an Extraordinary Event (as defined below) the Bonds shall be subject
to redemption, at the option of the District, prior to their maturity date, in whole or in part, on the
date designated by the District, which date shall be a date prior to _____ 1, 20__, at the Make-Whole
Redemption Price (defined below).
Body of Resolution No. 2010/250 28 of 41
The “Make-Whole Redemption Price” means the amount equal to the greater of the
following:
1. the initial offering price of the Bonds set forth in the Purchase Contract (but not less
than 100% of the principal amount of the Bonds to be prepaid); or
2. the sum of the present value of the remaining scheduled payments of principal and
interest with respect to the Bonds to be redeemed to the maturity date of such Bonds, not including
any portion of those payments of interest accrued and unpaid as of the date on which the Bonds are to
be redeemed, discounted to the date on which the Bonds are to be redeemed on a semiannual basis,
assuming a 360-day year containing twelve 30-day months, at the Treasury Rate, plus ____ basis
points, plus in each case accrued interest on the Bonds to be redeemed to the redemption date.
For the purpose of determining the Make-Whole Redemption Price, “Treasury Rate” means,
with respect to any redemption date for a particular Bond, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in the
most recent Federal Reserve Statistical Release H.15 (519) (the “Statistical Release”) that has
become publicly available at least two Business Days prior to the redemption date (excluding
inflation-indexed securities) (or, if the Statistical Release is no longer published, any publicly
available source of similar market data) most nearly equal to the period from the redemption date to
the maturity date of the Bonds to be redeemed; provided, however that if the period from the
redemption date to the maturity date is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
The term “Extraordinary Event” means (a) a final determination by the Internal Revenue
Service (“IRS”) (after the District has exhausted all administrative appeal remedies) determining that
an Accountable Event of Loss of Qualified School Construction Bond Status has occurred and
specifying the Date of Loss of Qualified School Construction Bond Status; (b) a non-appealable
holding by a court of competent jurisdiction holding that an Accountable Event of Loss of Qualified
School Construction Bond Status has occurred and specifying the Date of Loss of Qualified School
Construction Bond Status; (c) the occurrence of a material adverse change under Section 54F or 6431
of the Code; (d) the publication by the IRS or the United States Treasury of any guidance with
respect to such sections; or (e) any other determination by the IRS or the United States Treasury,
which determination is not the result of a failure of the District to satisfy certain requirements of the
Resolutions, if as a result of an event as described in (c), (d), or (e) of this sentence, the Direct
Subsidy payments expected to be received with respect to the Bonds are eliminated or reduced, as
reasonably determined by the Superintendent of the District or his designee, which determination
shall be conclusive.
Selection of maturities and the amounts of the Bonds of each maturity to be redeemed shall
be determined by the Paying Agent in such equitable manner as it may determine.]
The County shall cause the tax levy imposed to pay the principal of and interest on the Bonds
to be adjusted, as necessary, to reflect any reduction of Subsidy Payments.
Body of Resolution No. 2010/250 29 of 41
The Bonds maturing on August 1, 20__, are subject to redemption prior to maturity from
mandatory sinking fund payments on August 1 of each year, on and after August 1, 20__, at a
redemption price equal to the principal amount thereof, together with accrued interest to the date
fixed for redemption, without premium. The principal amount represented by such Bonds to be so
redeemed and the dates therefor and the final principal payment date are as indicated in the following
table:
Redemption Date
(August 1)
Principal Amount
TOTAL
_______________________________
(1) Maturity
If less than all of the bonds of any one maturity shall be called for redemption, the particular
bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by the District in
such manner as the District in its discretion may determine; provided, however, that the portion of
any bond to be redeemed shall be in the principal amount of Five Thousand Dollars ($5,000) or some
multiple thereof. If less than all of the bonds stated to mature on different dates shall be called for
redemption, the particular bonds or portions thereof to be redeemed shall be called in any order of
maturity selected by the District or, if not so selected, in the inverse order of maturity.
Reference is made to the Bond Resolution for a more complete description of the provisions,
among others, with respect to the nature and extent of the security for the bonds of this series, the
rights, duties and obligations of the District, the County, the Paying Agent and the Registered
Owners, and the terms and conditions upon which the bonds are issued and secured. the registered
Owner of this bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; and that due provision has been made for levying
and collecting ad valorem property taxes on all of the taxable property within the District in an
amount sufficient to pay principal and interest when due.
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
[REMAINDER OF THIS PAGE LEFT BLANK]
Body of Resolution No. 2010/250 30 of 41
IN WITNESS WHEREOF, the County of Contra Costa, California, has caused this bond to be
executed on behalf of the District and in their official capacities by the manual or facsimile signatures of
the Chairperson of the Board of Supervisors of the County and the Treasurer and Tax Collector of the
County, and to be countersigned by the manual or facsimile signature of the Clerk of the County Board all
as of the date stated above.
COUNTY OF CONTRA COSTA, CALIFORNIA
By:
Chairperson of the Board of Supervisors
By:
Treasurer and Tax Collector
COUNTERSIGNED:
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on __________, 2010.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Authorized Signatory
Body of Resolution No. 2010/250 31 of 41
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and zip code of Transferee): ___________________________________________________
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor’s signature to this assignment must correspond with the name as it
appears upon the within bond in every particular, without alteration or any change
whatever, and the signature(s) must be guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee: _________________
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
Body of Resolution No. 2010/250 32 of 41
SECTION 10. Delivery of Bonds. The proper officials of the County shall cause the Bonds
to be prepared and, following their sale, shall have the Bonds signed and delivered to the original
purchaser upon payment of the purchase price therefor.
SECTION 11. Deposit of Proceeds of Bonds. (a) The proceeds from the sale of the
Bonds, to the extent of the Principal Amount thereof, shall be paid to the County to the credit of the
fund hereby created and established and to be known as the “West Contra Costa Unified School
District General Obligation Bonds, Election of 2005, Series D Building Fund” (the “Building Fund”)
of the District, shall be kept separate and distinct from all other District and County funds, and those
proceeds shall be used solely for the purpose for which the Bonds are being issued and provided
further that such proceeds shall be applied solely to the purposes of the Election. The County shall
have no responsibility for assuring the proper use of the Bond proceeds by the District. At the
County’s discretion, the Building Fund may contain subaccounts if the Bonds are issued in more than
one series. The accrued interest and any premium received by the District from the sale of the Bonds
shall be kept separate and apart in the fund hereby created and established and to be designated as the
“West Contra Costa Unified School District General Obligation Bonds, Election of 2005, Series D
Debt Service Fund” (the “Debt Service Fund”) for the Bonds and used only for payment of Accreted
Value or Principal of and interest on the Bonds. Interest earnings on moneys held in the Building
Fund shall be retained in the Building Fund. Interest earnings on moneys held in the Debt Service
Fund shall be retained in the Debt Service Fund. Any excess proceeds of the Bonds not needed for
the authorized purposes set forth herein for which the Bonds are being issued upon written notice
from the District shall be transferred to the Debt Service Fund and applied to the payment of
Accreted Value or Principal of and interest on the Bonds. If, after payment in full of the Bonds, there
remain excess proceeds, any such excess amounts shall be transferred to the General Fund of the
District. Costs associated with the issuance of the Bonds shall be paid by the Underwriter, on behalf
of the District, from premium paid on the Bonds and not received by the County, or as otherwise
permitted by the California Education Code.
(b) Moneys in the Debt Service Fund and the Building Fund shall be invested at the
written direction of the District in Permitted Investments. If at the time of issuance the District
determines to issue some or all of the Bonds as Tax-Exempt Bonds without regard to the Internal
Revenue Code “temporary period” restrictions, all investment of Bond proceeds shall be subject to
paragraph (1) below; and the District, in consultation with the County, may provide for an agent to
assist the District in investing funds pursuant to paragraph (1) below. If the District fails to direct
such agent, the agent shall invest or cause the funds in the Building Fund to be invested in Qualified
Permitted Investments, subject to the provisions of paragraph (1) below, until such time as the
District provides written direction to invest such funds otherwise. Neither the County nor its officers
and agents, as the case may be, shall have any responsibility or obligation to determine the tax
consequences of any investment. The interest earned on the moneys deposited to the Building Fund
shall be applied as set forth in subparagraph (1)(C) below:
(1) Covenant Regarding Investment of Proceeds.
(A) Permitted Investments. Beginning on the delivery date, and at all
times until expenditure for authorized purposes, not less than 95% of the proceeds of
the Bonds deposited in the Building Fund, including investment earnings thereon,
will be invested in Qualified Permitted Investments which are rated in at least the
second highest rating category by one of the two Rating Agencies. Notwithstanding
the preceding provisions of this Section, for purposes of this paragraph, amounts
Body of Resolution No. 2010/250 33 of 41
derived from the disposition or redemption of Qualified Permitted Investments and
held pending reinvestment or redemption for a period of not more than 30 days may
be invested in Permitted Investments.
(B) Recordkeeping and Monitoring Relating to Building Fund.
i. Information Regarding Permitted Investments. The County
hereby covenants that it will or will cause the District to record or cause to be
recorded with respect to each Permitted Investment in the Building Fund the
following information: purchase date; purchase price; information establishing the
Fair Market Value of such Permitted Investment; face amount; coupon rate;
periodicity of interest payments; disposition price; disposition date; and any accrued
interest received upon disposition.
ii. Information in Qualified Non-AMT Mutual Funds. The
County hereby covenants that, with respect to each investment of proceeds of the
Bonds in a Qualified Non-AMT Mutual Fund pursuant to paragraph (1)(A) above, in
addition to recording, or causing to be recorded, the information set forth in
paragraph (1)(B)(i) above, it will or will cause the District to retain a copy of each
IRS information reporting form and account statement provided by such Qualified
Non-AMT Mutual Fund.
iii. Monthly Investment Fund Statements. The County covenants
that it will or will cause the District to obtain, at the beginning of each month
following the delivery date, a statement of the investments in the Building Fund
detailing the nature, amount and value of each investment as of such statement date.
iv. Retention of Records. The County hereby covenants that it
will or will cause the District to retain the records referred to in paragraph (1)(B)(i)
and each IRS information reporting form referred to in paragraph (1)(B)(ii) with its
books and records with respect to the Bonds until three years following the last date
that any obligation comprising the Bonds is retired.
(c) Interest Earned on Permitted Investments. The interest earned on the moneys
deposited in the Building Fund shall be deposited in the Building Fund and used for the purposes of
that fund
Except as required below to satisfy the requirements of the Code, interest earned on the
investment of monies held in the Debt Service Fund shall be retained in the Debt Service Fund and
used by the County to pay the Accreted Value or Principal of and interest on the Bonds when due.
SECTION 12. Rebate Fund.
(a) The District shall create and establish a special fund designated the “West Contra
Costa Unified School District General Obligation Bonds, Election of 2005, Series D Rebate Fund”
(the “Rebate Fund”). All amounts at any time on deposit in the Rebate Fund shall be held in trust, to
the extent required to satisfy the requirement to make rebate payments to the United States (the
“Rebate Requirement”) pursuant to Section 148 of the Code, and the Treasury Regulations
promulgated thereunder (the “Treasury Regulations”). Such amounts shall be free and clear of any
Body of Resolution No. 2010/250 34 of 41
lien hereunder and shall be governed by this Section and by the Tax Certificate to be executed by the
District.
(b) Within forty-five (45) days of the end of each fifth Bond Year (as such term is
defined in the Tax Certificate), (1) the District shall calculate or cause to be calculated with respect to
the Bonds the amount that would be considered the “rebate amount” within the meaning of
Section 1.148-3 of the Treasury Regulations, using as the “computation date” for this purpose the end
of such Bond Year, and (2) the District shall deposit to the Rebate Fund from amounts on deposit in
the other funds established hereunder or from other District funds, if and to the extent required,
amounts sufficient to cause the balance in the Rebate Fund to be equal to the “rebate amount” so
calculated. The District shall not be required to deposit any amount to the Rebate Fund in
accordance with the preceding sentence, if the amount on deposit in the Rebate Fund prior to the
deposit required to be made under this subsection (b) equals or exceeds the “rebate amount”
calculated in accordance with the preceding sentence. Such excess may be withdrawn from the
Rebate Fund to the extent permitted under subsection (g) of this Section. The District shall not be
required to calculate the “rebate amount” and shall not be required to deposit any amount to the
Rebate Fund in accordance with this subsection (b), with respect to all or a portion of the proceeds of
the Bonds (including amounts treated as proceeds of the Bonds) (1) to the extent such proceeds
satisfy the expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code or
Section 1.148-7(d) of the Treasury Regulations, whichever is applicable, and otherwise qualify for
the exception to the Rebate Requirement pursuant to whichever of said sections is applicable, (2) to
the extent such proceeds are subject to an election by the District under Section 148(f)(4)(C)(vii) of
the Code to pay a one and one-half percent (1½%) penalty in lieu of arbitrage rebate in the event any
of the percentage expenditure requirements of Section 148(f)(4)(C) are not satisfied, or (3) to the
extent such proceeds qualify for the exception to arbitrage rebate under Section 148(f)(4)(A)(ii) of
the Code for amounts in a “bona fide debt service fund.” In such event, and with respect to such
amounts, the District shall not be required to deposit any amount to the Rebate Fund in accordance
with this subsection (b).
(c) Any funds remaining in the Rebate Fund after redemption of all the Bonds and any
amounts described in paragraph (2) of subsection (d) of this Section, or provision made therefor
satisfactory to the District, including accrued interest, shall be remitted to the District.
(d) Subject to the exceptions contained in subsection (b) of this Section to the
requirement to calculate the “rebate amount” and make deposits to the Rebate Fund, the District shall
pay to the United States, from amounts on deposit in the Rebate Fund,
(1) not later than sixty (60) days after the end of (i) the fifth (5th) Bond Year, and
(ii) each fifth (5th) Bond Year thereafter, an amount that, together with all previous rebate
payments, is equal to at least 90% of the “rebate amount” calculated as of the end of such
Bond Year in accordance with Section 1.148-3 of the Treasury Regulations; and
(2) not later than sixty (60) days after the payment of all Bonds, an amount equal
to one hundred percent (100%) of the “rebate amount” calculated as of the date of such
payment (and any income attributable to the “rebate amount” determined to be due and
payable) in accordance with Section 1.148-3 of the Treasury Regulations.
(e) In the event that, prior to the time any payment is required to be made from the
Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such
Body of Resolution No. 2010/250 35 of 41
payment is due, the District shall calculate (or have calculated) the amount of such deficiency and
deposit an amount equal to such deficiency into the Rebate Fund prior to the time such payment is
due.
(f) Each payment required to be made pursuant to subsection (d) of this Section shall be
made to the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date on which
such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, such form
to be prepared or caused to be prepared by the District.
(g) In the event that immediately following the calculation required by subsection (b) of
this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate
Fund exceeds the “rebate amount” calculated in accordance with said subsection, the District may
withdraw the excess from the Rebate Fund and credit such excess to the Debt Service Fund.
(h) The District shall retain records of all determinations made hereunder until six years
after the complete retirement of the Bonds.
(i) Notwithstanding anything in this Resolution to the contrary, the rebate requirement
shall survive the payment in full or defeasance of the Bonds.
SECTION 13. Security for the Bonds. There shall be levied on all the taxable property in
the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the
period the Bonds are outstanding in an amount sufficient to pay the principal of and interest on the
Bonds when due, which moneys when collected will be placed in the Debt Service Fund of the
District, from which fund payment of the principal and Accreted Value of and interest on the Bonds
will be made when and as the same fall due.
SECTION 14. Arbitrage Covenant. The County acknowledges that the District has
covenanted that it will restrict the use of the proceeds of the Bonds in such manner and to such
extent, if any, as may be necessary, so that the Bonds will not constitute arbitrage bonds under
Section 148 of the Code and the applicable regulations prescribed under that Section or any
predecessor section. Calculations for determining arbitrage requirements are the sole responsibility
of the District.
SECTION 15. Conditions Precedent. Based in part on representations of the District, this
County Board determines that all acts and conditions required by the Constitution and laws of the
State of California to exist, to occur and to be performed or to have been met precedent to and in the
issuing of the Bonds in order to make them legal, valid and binding general obligations of the District
have been performed and have been met, or will at the time of delivery of the Bonds have been
performed and have been met, in regular and due form as required by law.
SECTION 16. Insurance. In the event the District purchases bond insurance for the Bonds,
and to the extent that the Bond Insurer makes payment of the principal, interest or Accreted Value on
the Bonds, it shall become the owner of such Bonds with the right to payment of principal, interest or
Accreted Value on the Bonds, and shall be fully subrogated to all of the Owners’ rights, including the
Owners’ rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to
claims that were past due interest components, the Paying Agent shall note the Bond Insurer’s rights
as subrogee on the registration books for the Bonds maintained by the Paying Agent upon receipt of a
copy of the cancelled check issued by the Bond Insurer for the payment of such interest to the
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Owners of the Bonds, and (ii) in the case of subrogation as to claims for past due Principal or
Accreted Value, the Paying Agent shall note the Bond Insurer as subrogee on the registration books
for the Bonds maintained by the Paying Agent upon surrender of the Bonds by the Owners thereof to
the Bond Insurer or the insurance trustee for the Bond Insurer.
SECTION 17. Defeasance. All or any portion of the outstanding maturities of the Bonds
may be defeased prior to maturity in the following ways:
(a) Cash: by irrevocably depositing with the County or with an independent
escrow agent selected by the District, and satisfactory to the County, an amount of cash
which together with amounts then on deposit in the Debt Service Fund (as defined herein) is
sufficient to pay all Bonds outstanding and designated for defeasance, including all principal
and interest and premium, if any; or
(b) Government Obligations: by irrevocably depositing with the County or with
an independent escrow agent selected by the District, and satisfactory to the County,
noncallable Government Obligations together with cash, if required, in such amount as will,
in the opinion of an independent certified public accountant, satisfactory to the County,
together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund
together with the interest to accrue thereon, be fully sufficient to pay and discharge all Bonds
outstanding and designated for defeasance (including all principal and interest represented
thereby and prepayment premiums, if any) at or before their maturity date;
then, notwithstanding that any of such Bonds shall not have been surrendered for payment, all
obligations of the District and the County with respect to all such designated outstanding Bonds shall
cease and terminate, except only the obligation of the County and the Paying Agent or an
independent escrow agent selected by the District, and satisfactory to the County, to pay or cause to
be paid from funds deposited pursuant to paragraphs (a) or (b) of this Section, to the owners of such
designated Bonds not so surrendered and paid all sums due with respect thereto.
For purposes of this Section, “Government Obligations” shall mean:
Direct and general obligations of the United States of America (which may consist of
obligations of the Resolution Funding Corporation that constitute interest strips), or
obligations that are unconditionally guaranteed as to principal and interest by the United
States of America, or “prerefunded” municipal obligations rated in the highest rating
category by Moody’s Investors Service or Standard & Poor’s. In the case of direct and
general obligations of the United States of America, Government Obligations shall include
evidences of direct ownership of proportionate interests in future interest or principal
payments of such obligations. Investments in such proportionate interests must be limited to
circumstances where (a) a bank or trust company acts as custodian and holds the underlying
United States obligations; (b) the owner of the investment is the real party in interest and has
the right to proceed directly and individually against the obligor of the underlying United
States obligations; and (c) the underlying United States obligations are held in a special
account, segregated from the custodian’s general assets, and are not available to satisfy any
claim of the custodian, any person claiming through the custodian, or any person to whom
the custodian may be obligated; provided that such obligations are rated or assessed “AAA”
by Standard & Poor’s or “Aaa” by Moody’s Investors Service.
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SECTION 18. Amendments. (a) The County may from time to time (which may be at the
request of the District, made in writing), and at any time, without notice to or consent of any of the
Owners, by action of the County Board, amend the provisions of this Resolution for any of the
following reasons:
(1) to cure any ambiguity, to correct or supplement any provision herein which
may be inconsistent with any other provision herein or therein, or to make any other provision
with respect to matters or questions arising under this Resolution, provided that such action
shall not adversely affect the interests of the Bond owners;
(2) to add to the covenants and agreements of and the limitations and the
restrictions upon the District contained in this Resolution which are not contrary to or
inconsistent with this Resolution as theretofore in effect; and
(3) to modify, alter, amend or supplement this Resolution in any other respect
which is not materially adverse to the Bond owners.
In the event of any such amendment, the County shall promptly provide the District and the
paying agent with copies of such amendment and the action of the County Board approving such
amendment.
(b) Notwithstanding any other provision herein, the provisions of this Resolution as they
relate to the terms of the Bonds may be amended by the Purchase Contract.
SECTION 19. Other Actions. Officers of the Board and County officials and staff are
hereby authorized and directed, jointly and severally, to do any and all things and to execute and
deliver any and all documents which they may deem necessary or advisable in order to proceed with
the issuance of the Bonds and otherwise carry out, give effect to and comply with the terms and
intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are
hereby ratified, confirmed and approved.
This Board further rescinds the Prior Resolution.
SECTION 20. Indemnification of County. The County acknowledges and relies upon the
fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted
by law, the County and its officers and employees (“Indemnified Parties”), against any and all losses,
claims, damages or liabilities, joint or several, to which such Indemnified Parties may become
subject because of action or inaction related to the adoption of this Resolution, or related to the
proceedings for sale, award, issuance and delivery of the Bonds in accordance herewith and with the
District Resolution, and that the District shall also reimburse any such Indemnified Parties for any
legal or other expenses incurred in connection with investigating or defending any such claims or
actions.
SECTION 21. Continuing Disclosure. The District has covenanted and agreed that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Any
Bondholder may take such actions as may be necessary and appropriate, including seeking mandate
or specific performance by court order, to cause the District to comply with its obligations under this
Section.
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SECTION 22. Unclaimed Funds. Notwithstanding any other provisions of this Resolution,
any moneys held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for
the payment of the Principal, Conversion Value of Maturity Value of, redemption premium, if any,
and interest on the Bonds remaining unclaimed for one year after such Principal, Conversion Value
and Maturity Value of all of the Bonds have become due and payable (whether by maturity or upon
prior redemption) shall be, after payment in full of the Bonds, transferred to the general fund of the
District to be applied in accordance with law; provided, however, that the Paying Agent, before
making such payment, shall cause notice to be mailed to the Owners of all Bonds that have not been
paid, by first-class mail at the addresses on the Bonds register, postage prepaid, no less than 90 days
prior to the date of such payment. Thereafter, the District shall have all responsibility and liability
for the payment of such Bonds.
SECTION 23. Limited Responsibility for Official Statement. Neither the County Board
nor any officer of the County has prepared or reviewed the official statement of the District
describing the Bonds (the “Official Statement”), and this County Board and the various officers of
the County take no responsibility for the contents or distribution thereof; provided, however, that
solely with respect to a section contained or to be contained therein describing the County’s
investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds
of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed
to prepare and review such information for inclusion in the District’s Official Statement and in a
preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Bonds
that the information contained in such section does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they are made, not misleading.
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SECTION 24. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 11th day of May, 2010, by the following vote:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
CONTRA COSTA COUNTY, CALIFORNIA
Chairperson, Board of Supervisors
Attest:
By:
Clerk, Board of Supervisors
Body of Resolution No. 2010/250 40 of 41
CLERK’S CERTIFICATE
I, __________________________, Clerk of the Board of Supervisors of Contra Costa
County, California, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular
meeting place thereof on May 11, 2010 of which meeting all of the members of the Board of said
County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and of
record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its adoption,
and the same is now in full force and effect.
Dated: _________ __, 2010
Clerk of the Board of Supervisors
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